Inventory Audit. The inventory audit contemplated by Section 9.3 shall have been completed and the results thereof shall be satisfactory to Purchaser.
Inventory Audit. Within five days prior to Closing, Seller and Purchaser shall each appoint one or more representatives knowledgeable in the heavy duty truck business, and shall cause such representatives to conduct an audit (in accordance with generally accepted accounting principles, consistently applied) of the inventory of the Assets as of the Closing Date. Each party shall bear their cost of conducting such audit.
Inventory Audit. The parties hereby agree that LM shall conduct an inventory audit, as of October 31, 1997, of the Access Graphics Business. GE and its Representatives shall have the opportunity to observe the inventory audit. Any adjustments resulting from the inventory audit shall be taken into account in connection with the preparation of the Access Graphics Closing Balance Sheet, but shall not be taken into account in respect of the Access Graphics Balance Sheet (June 30, 1997).
Inventory Audit. Provide an audit of the inventory of the BORROWER as of the last day of each fiscal year of the BORROWER. The audit shall be prepared by an auditor acceptable to the BANK. The audit shall identify the type and quantity of the assets contained within the inventory and the value for same. The audit shall be delivered no later than ninety (90) days after the end of each fiscal year of the BORROWER.
Inventory Audit. In the two (2) day period beginning on the fourth (4th) calendar day prior to the Closing Date and ending on the third (3rd) calendar day prior to the Closing Date, the Sellers shall (or shall cause their Subsidiaries or representatives to) conduct a physical count of all Inventory and Excluded Inventory (the “Physical Count”) located at any location (including, without limitation, Contract Manufacturers’ premises) where the total value of Inventory exceeds fifty thousand dollars ($50,000) (each such location, a “Confirmed Inventory Location”). At least seven (7) calendar days prior to the Physical Count, the Sellers shall notify Purchaser of the address of each Confirmed Inventory Location and the date(s) and time(s) when the Physical Inventory is scheduled at each such Confirmed Inventory Location and shall provide Purchaser with a schedule setting forth (A) the Inventory and Excluded Inventory located at each Confirmed Inventory Location and (B) all Inventory and Excluded Inventory. Purchaser and its Affiliates and their respective Representatives shall have the right to monitor the Physical Count as well to have access at such reasonable times and to all such Confirmed Inventory Locations as Purchaser may reasonably request to conduct an inspection of all Inventory and Excluded Inventory located at such Confirmed Inventory Locations. Based on the Physical Count, the Sellers shall confirm and identify all Inventory and Excluded Inventory at each Confirmed Inventory Location (such Inventory and Excluded Inventory, the “Confirmed Inventory”).
Inventory Audit. CTG shall be entitled to conduct inventory audits of the Co-location Servers regularly or occasionally, and Service Provider shall provide assistance and convenience accordingly. If the result of the inventory audit does not match the information as stipulated in the applicable Service Order, Service Provider shall assist CTG to discover the reasons.
Inventory Audit. Micron will grant reasonable access to the Joint Venture Company’s personnel or appointed auditors to conduct an annual inventory audit of the inventory of WIP and Probed Wafers. Such annual audit shall be coordinated by Micron according to its standard inventory procedures and shall be conducted in such a manner as to minimize disruptions to the performance Micron’s operations and business affairs. Any such annual audit will be pre-scheduled to coincide with a monthly, quarterly or yearly cut-off as reported by Micron or as otherwise agreed to by both Parties.
Inventory Audit. Prior to the Closing Date, Purchaser and Seller shall have established inventory teams or engaged a third-party inventory service firm (the “Inventory Teams”), the cost of which shall be borne equally between Purchaser and Seller. The Inventory Teams shall determine the value of the Petroleum Inventory as follows:
(a) At 7:00 a.m. on the day which is one (1) Business Day before the Closing Date, the Inventory Teams shall have conducted an audit of the Petroleum Inventory (“Audit”); and on the Closing Date and on the date immediately following the Closing Date, the Inventory Teams shall conduct additional Audits of the Petroleum Inventory to the extent necessary.
(b) At the times set forth above, the Inventory Teams shall, in conjunction with each Real Property manager, determine the amount of Petroleum Inventory (net of water, sludge, dirt, sand and other foreign substances) by Vxxxxx Root tank gauging and stick measurement device. Seller shall cause each Real Property manager to assist the Inventory Teams in conducting each Audit. Seller and Purchaser shall have the right to have their respective representatives observe each Audit of the Inventory provided that such observation rights do not delay such Audit. Purchaser shall reconcile such amount to 12:01 a.m. Central time at each of the Real Properties, on the Closing Date by adjusting for all sales from Petroleum Inventory, based on pump meter readings, and all additions to Petroleum Inventory, based on receipts for delivery of additional Petroleum Inventory, that occur between the time of the Audit and 12:01 a.m. Central time on the Closing Date. The Inventory Teams will record such measurements and counts. {B0968884.12}
(c) As used in this Section 3.1, “value” shall mean Seller’s most recent laid-in cost for the Petroleum Inventory. For purposes hereof, the term “laid-in cost” means the total cost incurred by Seller to place the Petroleum Inventory in inventory and consists of such costs as invoice price, freight and state and local taxes less any rebates or prompt pay discount received by Seller.
Inventory Audit. (a) On a mutually agreeable date prior to the Closing Date (such date, the "Audit Date"), a physical identification and count of the items of Inventory, including the Consigned Inventory, in existence as of the Audit Date (the "Audit Date Inventory") shall be conducted by the Sellers and Buyer (or an accounting firm acceptable to Buyer) in a manner mutually acceptable to the Sellers and the Buyer in order to identify the items of Inventory to be used to calculate the value of the Inventory included and taken in to account in the calculation and determination of the Estimated Net Working Capital (the "Pre-Closing Inventory Audit"). During the course of the Pre-Closing Inventory Audit, the Buyer and its Representatives shall have the right to participate in and monitor the Pre-Closing Inventory Audit and shall have sufficient access to observe, and make inquiries with regard to, the Audit Date Inventory, and to inspect such Audit Date Inventory.
(b) The Sellers further agree to prepare a statement reflecting the results of the Pre Closing Inventory Audit (the "Inventory Calculation Statement") and setting forth (i) the Inventory identified as comprising the Audit Date Inventory by the Sellers and the Buyer during the Pre-Closing Inventory Audit and the aggregate value of the Audit Date Inventory as calculated based on GAAP to the extent described in the Carve-out Principles (the "Audit Date Inventory Value"); (ii) the mutually agreed upon adjustments to the Audit Date Inventory to reflect adjustments to reflect the estimated items of Inventory in existence as of the time of Closing on the Closing Date as determined by utilizing the Sellers' normal inventory management system to roll forward the Audit Date Inventory in order to account for any changes to the items of Inventory comprised therein occurring during the period from the Audit Date through and including the time of Closing on the Closing Date (the Audit Date Inventory as determined after giving effect to such adjustments, the "Estimated Closing Date Inventory"); and (iii) the aggregate value of the Inventory comprising the Estimated Closing Date Inventory as determined in the manner described in clause (ii) above and calculated based on GAAP to the extent described in the Carve-out Principles.
Inventory Audit. Weekly activity reconciliation shall be provided by Ballistics, with immediate reconciliation upon request by the Validating Officer. Periodic audits will be performed at the Member’s Facility on its loan book, inventory, reports, and all other related records as determined in Ballistics sole discretion.
